Solvay Pharmaceuticals S.A. launches friendly bid to acquire Innogenetics
Gen-Probe Launches Cash Tender Offer to Acquire Belgian Molecular Diagnostics Company Innogenetics
Solvay Pharmaceuticals
S.A. launches friendly bid to acquire Innogenetics
Building on a successful R&D
co-operation
Solvay Pharmaceuticals S.A., a subsidiary of Solvay, the chemical
and pharmaceutical group, and Innogenetics N.V., the
biotechnological company, today jointly announced that Solvay
Pharmaceuticals S.A. will make a conditional tender offer to acquire
Innogenetics in
a cash transaction valued at EUR 5.75 per share.
Solvay initially entered into an R&D
co-operation with Innogenetics in 1997 and has been implementing
Innogenetics’ technologies in its own drug
discovery efforts. In the context of this long-standing
relationship, Solvay historically holds a shareholding in
Innogenetics (6.77%).
Solvay endorses Innogenetics’ recent strategic decision to focus on
diagnostics activities and to divest its subsidiary GENimmune, which develops novel immune
therapeutics. Solvay intends to preserve the operational autonomy
of Innogenetics, while continuing the development and expansion
of the company’s diagnostics business. In
addition, both companies’ R&D competencies will be
leveraged to accelerate the development of Solvay’s therapeutic pipeline through the
implementation of biomarker, diagnostics and eventually companion
diagnostics technologies.
“Following
the recent refocusing of Innogenetics’ activities, the time has now come
to take our long-standing relationship to a new level,”
said Werner
Cautreels, CEO, Solvay Pharmaceuticals. “The business model would be based
on the expansion of Innogenetics’ diagnostics business and on our
belief that the future of drug development lies in the design of
personalized treatments with improved safety and efficacy. Adding
Innogenetics technologies to Solvay’s Research programs will help
identify the best possible treatment for different patient
groups,” he added.
The proposed transaction is expected to close in the second
calendar quarter of 2008 and is subject to the following closing
conditions:
(a) approval by the competent competition authorities;
(b) no material adverse change in connection with Innogenetics
resulting in a loss exceeding EUR 10 million; and
(c) an acceptance threshold of at least 90% + 1 of the
outstanding shares of Innogenetics, which can be reduced to 75% +
1 share, subject to a modification in the articles of association
(to introduce a “one share, one vote”
principle, without
any voting restrictions whatsoever).
The transaction value is Euro177.6 million for 100% of the
outstanding shares. This represents a 53% premium to the closing
price of 23 April, 2008 and a 42.8% premium to the volume average
prices of Innogenetics shares over the preceding month. In
addition, as part of the offer, Solvay will offer to purchase
based on the offer price, the Innogenetics warrants and
convertible bonds.
The board of directors of
Innogenetics unanimously considers the offer to be friendly and
supports it, subject to review of the takeover prospectus of
Solvay and of the advice of the Works Council of Innogenetics.
The board will explain its support in more detail in the
memorandum of reply which it will issue in accordance with
article 22 of the Belgian Takeover act of April 1, 2007. Pending
the takeover bid, the board of directors of Innogenetics intends
to continue to implement its earlier decision with respect to the
restructuring and/or divestiture of its subsidiary GENimmune.
The reference shareholders of Innogenetics (Rudi Marien, Biovest
CVA, Marigest Holding SA, S.A.T.E. SA and Gengest BVBA), who
jointly hold 18.48% of the shares of the company, have committed
to tender their shares to Solvay in the tender offer.
Petercam SA/NV has acted as advisor to Solvay and will act as
centralizing agent in the offer.
SOLVAY PHARMACEUTICALS S.A. is a Belgian fully-owned subsidiary
of Solvay Pharmaceuticals.
INNOGENETICS NV is an international biotechnological company that
develops and markets diagnostic products to improve therapy
management and patient health. Innogenetics develops and markets
a wide range of diagnostic assays with a focus on molecular
diagnostics and multiparameter testing. Its products are sold in
over 90 countries through its 6 subsidiaries and a large number
of distributors. In 2007, Diagnostics sales totalled EUR 47
million, more than 95% of which were achieved outside Belgium.
Founded in 1985, Innogenetics is listed on NYSE Euronext
Brussels.
Notes to the editor:
Biomarker : A biochemical feature that can be used to diagnose or
measure the progress of a disease or the effects of a treatment.
Diagnostic: A biochemical test used to identify the nature of a
medical condition, or to determine whether a specified disease or
disease process is present in a living organism.
Companion diagnostics: a diagnostic that is both prognostic about
the disease and predictive about the patient’s response to a specific therapy.
ヒト疾患の核酸診断におけるリーダー・Gen-Probe Incorporatedは、Solvayの買収オファーを上回る2億1500万ユーロでのInnogenetics NVの買取オファーを発表した。
| Gen-Probe Launches Cash Tender Offer to Acquire Belgian Molecular Diagnostics Company Innogenetics |
| - Acquisition Expected to
Accelerate Gen-Probe's Commercial Expansion in
Fast-Growing European Market; Add Complementary Products,
Technologies and Markers - - Combined Entity Anticipated to be World's Largest Standalone Molecular Diagnostics Company, Providing Broad Range of Innovative Products to Meet Diverse Customer Needs Around the World - Gen-Probe Incorporated, a pioneer and leader in nucleic acid diagnostics for human disease, announced today that it has launched a conditional tender offer to acquire 100% of the outstanding shares, warrants and convertible bonds of Innogenetics, a Belgian molecular diagnostics company, for approximately EUR 215 million ($334 million) in cash. Innogenetics shareholders will receive EUR 6.10 per share in cash, or approximately EUR 188 million ($292 million). In this press release, EUR amounts are converted into dollars at a current exchange rate of 1 EUR / $1.554. The combined entity is expected to be the largest standalone molecular diagnostics company in the world, with pro forma 2008 sales in excess of $500 million. The combined company would offer a broad range of nucleic acid and immunoassay tests to identify bacterial and viral infectious diseases, genetic and neurological disorders, transplant compatibility, and cancer. These tube- and strip-based products could be sold to a diverse group of small, medium and large customers around the world. "We believe our proposed acquisition of Innogenetics would provide strategically valuable marketing and sales, distribution and manufacturing capabilities to accelerate commercialization of Gen-Probe products in the European molecular diagnostics market, which we estimate is growing at roughly double the rate of the U.S. market," said Hank Nordhoff, Gen-Probe's chairman and chief executive officer. "In addition, the proposed acquisition would provide access to a number of complementary products, technologies and markers that are generating revenue today or that we believe could be commercialized in the future." Gen-Probe's offer represents a 7% premium to Innogenetics' per share closing price of EUR 5.71 on June 2, 2008, a 6% premium to the conditional EUR 5.75 per share offer made by Solvay Pharmaceuticals S.A. on April 25, 2008, and a 41% premium to Innogenetics' unaffected average share price of EUR 4.33 in the three months prior to the announcement of Solvay's offer. "We believe our offer represents full and fair value for all Innogenetics shareholders, while providing additional value over the offer recently made by Solvay," Nordhoff said. "Moreover, we believe Gen-Probe's well-established expertise and track record in molecular diagnostics would offer Innogenetics' customers and employees the best opportunity for long-term success." Innogenetics' key diagnostic products include CE-marked genotyping assays for infectious diseases such as hepatitis C and B, and human papillomavirus (HPV). The company also sells genetic tests for cystic fibrosis and tests for human leukocyte antigens (HLA) that are used to establish tissue compatibility in organ transplants. Innogenetics recently received CE marking for its first assay on its new "4-MAT" microarray platform. Innogenetics holds a PCR license from Roche and an xMAP(R) multiplex technology license from Luminex. Innogenetics recently announced a restructuring and closure of its therapeutics subsidiary, GENimmune, in order to focus on diagnostics product opportunities. Gen-Probe has filed a draft takeover prospectus with the CBFA, Belgium's Banking, Finance and Insurance Commission. The proposed acquisition is expected to close in the fourth quarter of 2008, subject to the following conditions:
|
Solvay Pharmaceuticals S.A. increases to eur 6.50 per share its initial tender offer to acquire Innogenetics
Solvay Pharmaceuticals S.A., a subsidiary of Solvay, the chemical and pharmaceutical group, today announced that it will increase its initial conditional tender offer to acquire Innogenetics N.V., a Belgian-based biotechnological company, in a cash transaction valued at EUR 6.50 per share.
Solvay launched an initial tender offer on 25 April 2008 at EUR 5.75 per share. Another bidder tabled a counteroffer on 3 June 2008.
Solvay
Pharmaceuticals S.A. plans the offer period for Innogenetics from
August 12 to September 5, 2008
Solvay Pharmaceuticals S.A., a subsidiary of Solvay, the chemical
and pharmaceutical group, today announced that it plans the offer
period to acquire Innogenetics N.V., a Belgian-based
biotechnological company, from August 12 to September 5, pending
approval of the takeover prospectus by Belgium’s Banking, Finance and Insurance
Commission (CBFA).
Solvay’s improved offer values
the transaction at EUR 6.50 per share, as stated on July 9, 2008.